TUI AG: Fully Underwritten Offering to Raise Gross Proceeds of EUR 544.6 million

DJ TUI AG: Fully Underwritten Offering to Raise Gross Proceeds of EUR 544.6 million

TUI AG (TUI) 
TUI AG: Fully Underwritten Offering to Raise Gross Proceeds of €544.6 
million 
 
07-Jan-2021 / 13:02 CET/CEST 
Dissemination of a Regulatory Announcement, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
     NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION OR FORWARDING, DIRECTLY OR 
 INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY 
    OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR FORWARDING 
      WOULD BE UNLAWFUL. PLEASE READ THE IMPORTANT NOTICE AT THE END OF THIS 
            ANNOUNCEMENT. 
 
  THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS 
       OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN 
  OFFERING OF NEW SHARES OR OTHER SECURITIES. NEITHER THIS COMMUNICATION NOR 
ANY PART OF IT SHALL FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR 
   ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. 
         ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR 
   OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE 
       INFORMATION CONTAINED IN THE PROSPECTUS OR THE INTERNATIONAL OFFERING 
            CIRCULAR. 
 
       THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY 
     INVESTOR'S DECISION OR OPTIONS WITH RESPECT TO THE OFFERING (AS DEFINED 
BELOW). THE PRICE AND VALUE OF SECURITIES OF THE COMAPNY CAN GO DOWN AS WELL 
  AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. THE CONTENTS 
  OF THIS ANNOUNCEMENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS, FINANCIAL 
 OR TAX ADVICE. EACH SHAREHOLDER OR PROSPECTIVE INVESTOR SHOULD CONSULT HIS, 
       HER OR ITS OWN INDEPENDENT LEGAL ADVISER, BUSINESS ADVISER, FINANCIAL 
        ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE. 
 
      TUI AG 
 
 Fully Underwritten Offering to Raise Gross Proceeds of €544.6 million 
 
            7 January 2021 
 
   Further to the announcement on 2 December 2020 and 5 January 2021 and the 
        approval by its shareholders on 5 January 2021, TUI AG (the Company) 
   announces a fully underwritten Offering (as defined below) to raise gross 
   proceeds of approximately €544.6 million through offering 508,978,534 
new shares in the Company (the New Shares) to the Company's shareholders for 
  subscription. The Company's shareholders will be offered 25 New Shares for 
  every 29 existing shares they hold (Subscription Ratio) on the Record Date 
  (as defined below) at a subscription price of €1.07 per New Share (the 
            Subscription Price). 
 
Investors holding depositary interests over the Company's shares (DIs) on 11 
      January 2021 will be credited with pre-emptive subscription rights (DI 
          Pre-Emptive Rights) that will allow them to acquire additional DIs 
   representing New Shares at the Subscription Ratio and at the Subscription 
Price. Investors may exercise their DI Pre-Emptive Rights from and including 
    12 January 2021 (after being credited with them) up to 10:00 (GMT) on 26 
            January 2021 (the DI Subscription Period). 
 
  The subscription rights to the New Shares (the Subscription Rights) may be 
 traded on the Hanover Stock Exchange (HSE) and the Frankfurt Stock Exchange 
 (FSE) and the DI Pre-Emptive Rights may be traded on a multilateral trading 
   facility of the London Stock Exchange (LSE) at the times indicated in the 
      timetable below. Existing shareholders can exercise their Subscription 
        Rights during the period from and including 8 January 2021 up to and 
            including 26 January 2021 (the Subscription Period). 
 
 A prospectus (the Prospectus) setting out the full details of the Offering, 
   including a full timetable of key dates, has been approved and passported 
       into the United Kingdom. The Prospectus is available on the Company's 
 website (https://www.tuigroup.com/en-en/investors/capital-increase) as well 
   as on the website of BaFin (www.bafin.de) and the website of the European 
            Securities And Markets Authority 
    (https://registers.esma.europa.eu/publication/). The information in this 
            announcement should be read in conjunction with the Prospectus. 
 
   All capitalised terms used but not otherwise defined in this announcement 
            have the meaning set out in the Prospectus. 
 
            Key Highlights 
 
            The New Shares: 
 
  · will be offered in a subscription offer (Bezugsangebot) to existing 
  shareholders by way of (i) a public offering in Germany and the United 
  Kingdom, (ii) private placements in the United States to qualified 
  institutional buyers as defined in Rule 144A under the U.S. Securities Act 
  of 1933, as amended (the Securities Act) and (iii) private placements to 
  eligible investors outside the United States in reliance on Regulation S 
  under the Securities Act (the Subscription Offer); and 
 
  · not subscribed for in the Subscription Offer (Rump Shares), will be 
  offered in private placements to eligible or qualified investors in 
  certain other jurisdictions (the Rump Placement, and, together with the 
  Subscription Offer, the Offering). 
 
      Unifirm Limited (Unifirm), an existing shareholder of the Company, has 
        undertaken to the Company to exercise its Subscription Rights at the 
 Subscription Price and to purchase any Rump Shares that are not sold in the 
  Rump Placement (Unplaced Rump Shares) at the Subscription Price, provided, 
  however, that its maximum shareholding in the Company after implementation 
      of the Capital Increase will not exceed 36.00% of the registered share 
  capital of the Company, subject to certain terms and conditions. The Joint 
        Global Coordinators (as defined below) have agreed to underwrite the 
 remainder of the Unplaced Rump Shares at the Subscription Price, subject to 
  terms and conditions in the Underwriting Agreement. For further details of 
      Unifirm's participation in the Offering and of the underwriting of the 
   Offering, please refer to the Prospectus. Barclays Bank Ireland PLC, BofA 
  Securities Europe SA, Citigroup Global Markets Europe AG and Deutsche Bank 
   Aktiengesellschaft (together the Joint Global Coordinators) are acting as 
  joint global coordinators and joint bookrunners and underwriters (as noted 
 above) in connection with the Offering. Deutsche Bank AG, London Branch and 
Merrill Lynch International are acting as joint sponsors (the Sponsors) with 
            respect to the applications for UK Admission. 
 
Unexercised Subscription Rights or DI Pre-Emptive Rights will lapse and will 
  not be sold. The New Shares to which those unexercised Subscription Rights 
    or DI Rights relate may be sold in the Rump Placement or pursuant to the 
          arrangements described above with respect to Unplaced Rump Shares. 
Therefore, shareholders or investors who take no action will not receive any 
      compensation for any unexercised Subscription Rights or DI Pre-Emptive 
            Rights and will be diluted. 
 
            Reasons for the Offering and Use of Proceeds 
 
  The principal purpose of the Offering is to repay indebtedness in order to 
  improve the Company's liquidity position. As a first priority, the Company 
 intends to use the net proceeds from the Offering of approximately €509 
  million to repay in full the €300 million outstanding principal amount 
      under the 2016 Notes together with any accrued but unpaid interest and 
        applicable premium in an estimated amount of approximately €14.0 
 million, assuming repayment of the 2016 Notes on or about 26 February 2021. 
 The Company intends to use the remaining net proceeds from the Offering, in 
     the amount of approximately €195 million, to strengthen its ongoing 
            liquidity. 
 
            Timetable 
 
Expected timetable of principal events in Germany and in the United Kingdom: 
 
30 December 2020                   Publication of the Prospectus 
7 January 2021   Subscription Offer published 
8 January 2021   Existing shares and DIs marked ex-entitlement; 
                 Subscription Period begins and Subscription 
                 Rights trading on HSE and FSE begins 
11 January 2021  Record date for Subscription Rights 
                 entitlements and for DI Rights entitlements 
                 (Record Date) 
12 January 2021  DI Pre-Emptive Rights created and credited to 
                 investors; DI Subscription Period begins and 
                 the DI Pre-Emptive Rights begin trading on a 
                 multilateral trading facility of the LSE 
20 January 2021  Commencement of trading in the New Shares on 
                 HSE and FSE 
22 January 2021  DI Pre-Emptive Rights cease trading (at 11:00 
                 GMT) and Subscription Rights cease trading (at 
                 noon CET) 
26 January 2021  DI Rights Subscription Period ends (at 10:00 
                 GMT) and Subscription Period ends (at 23:59 
                 CET) 
27 January 2021  Rump Placement, if any 
29 January 2021  Settlement of New Shares with shareholders and 
                 investors; New Shares begin trading on Main 
                 Market for listed securities of the LSE 
 
   Application has been made to the LSE for up to 508,978,534 DI Pre-Emptive 
  Rights to be admitted to trading on a multilateral trading facility of the 
 London Stock Exchange which is expected to be effective on 12 January 2021. 
           The DI Pre-Emptive Rights will expire at the end of the DI Rights 
Subscription Period. All acceptances in respect of the DI Pre-Emptive Rights 
    must be submitted no later than the expected deadline of 10:00 GMT on 26 
         January 2021. The DI Pre-Emptive Rights will settle on a T+2 basis. 
 
            For further information, please contact: 
 
Mathias Kiep, Group Director Investor Relations, Corporate Finance & 
Controlling 
 
Tel: [phone] 
 

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January 07, 2021 07:02 ET (12:02 GMT)